TMI Blog2016 (12) TMI 1018X X X X Extracts X X X X X X X X Extracts X X X X ..... R NAVIN PAHWA FOR THAKKAR AND PAHWA ADVOCATES, ADVOCATE FOR THE RESONDENT : MR KSHITIJ AMIN, CENTRAL GOVERNMENT STANDING COUNSEL MR DEVANG VYAS, ASSISTANT SOLICITOR GENERAL OF INDIA COMMON ORAL ORDER 1. The present petitions are filed under the provisions of Sections 391 to 394 of the Companies Act, 1956 seeking sanction of the Scheme of Amalgamation of SEP Energy Wind (Maharashtra) Private Limited with SEP Energy Private Limited. 2. SEP Energy Private Limited, the Transferee Company, tiled Company Application No.397 of 2016 seeking dispensation of the meeting of the Equity Shareholders and Preference Shareholders of the petitioner Company. By an order dated 01.09.2016 passed in Company Application No.397 of 2016, this Cou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rised signatory) of the petitioner companies have filed separate affidavits dated 28.09.2016, in support of the publication of the advertisements. 7. In response to the notice issued, the Regional Director has filed a common affidavit dated 24.11.2016, making five observations. The first observation made by the Regional Director is with regard to the Transferee Company holding 9990 Equity Shares of the petitioner Transferor Company and the effect of the sanction of the Scheme. 8. The second observation made by the Regional Director is with regard to the compliance of FEMA and/or RBI guidelines. 9. The third observation is with regard to obtaining approvals for the business of power generation. 10. The fourth observation is with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the present Scheme. Without prejudice, it is submitted that the respective companies undertake to abide by the requirements of FEMA or RBI guidelines, if applicable, insofar as the present Scheme is concerned. 15. With regard to the third observation, it is submitted that the petitioner Transferee Company has obtained all necessary licenses, approvals and permissions as required for the business of power generation. Without prejudice, the petitioner Company states that the petitioner Transferee Company would obtain, if not obtained, any other licence, approval or permission from the competent authority, as per the applicable law. 16. With regard to the fourth observation, it is submitted that the contingent liabilities will have no ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ir books of accounts, papers and records and not to dispose of the records without the prior permission of Central Government u/s. 396A of the Companies Act, 1956. The Official Liquidator has also sought directions for making due compliance of the statutory liabilities. 19. Having heard Mr. Navin K. Pahwa, learned Counsel for the petitioner companies, Mr. Kshitij Amin for Mr. Devang Vyas, Learned Assistant Solicitor General of India for the Regional Director and upon perusal of the reports of the Official Liquidator and the Regional Director, the affidavit filed by the petitioner Transferee Company in response to the report of Regional Director and having considered the Scheme of Amalgamation together with the relevant documents on recor ..... X X X X Extracts X X X X X X X X Extracts X X X X
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